Exhibit 10.98




RESTRICTED
STOCK AGREEMENT





ZOO
ENTERTAINMENT, INC.





AGREEMENT
made as of the [__] day of [__] (the “Grant Date”), between Zoo Entertainment,
Inc. (the “Company”), a Delaware corporation, and[__] (the
“Participant”).





WHEREAS,
the Company has adopted the 2007 Employee, Director and Consultant Equity
Incentive Plan, as amended (the “Plan”) to promote the interests of the Company
by providing an incentive for employees, directors and consultants of the
Company or its Affiliates;





WHEREAS,
the Company desires to offer to the Participant shares of the Company’s common
stock, $0.001 par value per share (“Common Stock”), [outside of/pursuant to] the
Plan [(but otherwise subject to and governed by all of the terms and conditions
of the Plan, except for Section 4(c) thereof, and this Agreement)] all on the
terms and conditions hereinafter set forth;





WHEREAS,
Participant wishes to accept said offer; and





WHEREAS,
the parties hereto understand and agree that any terms used and not defined
herein have the meanings ascribed to such terms in the Plan.





NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:





1.           Terms of
Grant.  The Participant hereby accepts the offer of the Company
to issue to the Participant, in accordance with the terms of this Agreement,
[__]([__])Shares of the Company’s
Common Stock (such shares, subject to adjustment pursuant to Section 24of the Plan and
Subsection 2.1(h) hereof, the “Granted Shares”) at a purchase price of $0.001
per share (the “Purchase Price”), receipt of which is hereby acknowledged by the
Company by the Participant’s prior service to the Company and which amount will
be reported as income on the Participant’s W-2 for this calendar year, which
shares shall be fully-vested subject to Sections 1 and 2
hereof.  [Notwithstanding the foregoing, the issuance of the Granted
Shares set forth herein is conditioned upon, and the Granted Shares cannot fully
vest prior to, the effectiveness of those certain amendments to the Company’s
Certificate of Incorporation authorizing an increase in the number of authorized
Shares from 250,000,000 Shares to 3,500,000,000 Shares and effecting a reverse
stock split at a ratio of one for 600 Shares (the “Charter Amendments”), and in
the event the Charter Amendments are not filed prior to September 1, 2010, the
Granted Shares set forth herein shall be deemed immediately canceled.]1








2.1.         Forfeiture
Provisions.





(a)          Lapsing Forfeiture
Right. In the event that for any reason the Participant is no longer a
director of the Company prior to [__] (the “Termination”), the Participant (or
the Participant’s Survivor) shall, on the date of Termination, immediately
forfeit to the Company (or its designee) all of the Granted Shares which have
not yet lapsed in accordance with the schedule set forth below (the “Lapsing
Forfeiture Right”).







1 Portions
of the bracketed language contained in this form of restricted stock agreement
can be found in the restricted stock agreements executed between the Company and
certain individuals in connection with the shares of restricted stock granted on
February 11, 2010.




The Company’s Lapsing Forfeiture Right
is as follows:
 
 (i)           If
the Participant’s Termination is prior to [__], all of the Granted Shares shall
be forfeited to the Company.
 
 (ii)          If
the Participant’s Termination is on or after [__] but prior to [__],[__]% of the
Granted Shares shall be forfeited to the Company (rounded up to the next highest
whole number of shares).
 
 (iii)         If
the Participant’s Termination is on or after [__] but prior to [__],[__]% of the
Granted Shares shall be forfeited to the Company (rounded up to the next highest
whole number of shares).
 
 (iv)         If
the Participant’s Termination is on or after [__]but prior to [__],[__]% of the
Granted Shares shall be forfeited to the Company (rounded up to the next highest
whole number of shares).
 
 
 (b)          Effect of Change in
Control.  Except as otherwise provided in Subsection 2.1(a)
above, the Company’s Lapsing Forfeiture Right shall terminate, and the
Participant’s ownership of all Granted Shares then owned by the Participant
shall become vested in the event of a Change in Control.  “Change in
Control” means that (i) a person, entity or affiliated group has become the
beneficial owner or owners of more than 50% of the outstanding equity securities
of the Company, or otherwise become entitled to vote more than 50% of the voting
power of the Company; (ii) a consolidation or merger (in one transaction or a
series of related transactions) of the Company pursuant to which the holders of
the Company’s equity securities immediately prior to such transaction or series
of related transactions would not be the holders immediately after such
transaction or series of related transactions of more than 50% of the voting
power of the entity surviving such transaction or series of related
transactions; or (iii) the sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Company.
 
 (c)          Escrow.  The
certificates representing all Granted Shares issued to the Participant hereunder
which from time to time are subject to the Lapsing Forfeiture Right shall be
delivered to the Company and the Company shall hold such Granted Shares in
escrow as provided in this Subsection 2.1(c). The Company shall promptly
release from escrow and deliver to the Participant a certificate for the whole
number of Granted Shares, if any, as to which the Company’s Lapsing Forfeiture
Right has lapsed. In the event of forfeiture to the Company of Granted Shares
subject to the Lapsing Forfeiture Right, the Company shall release from escrow
and cancel a certificate for the number of Granted Shares so
forfeited.  Any securities distributed in respect of the Granted
Shares held in escrow, including, without limitation, shares issued as a result
of stock splits, stock dividends or other recapitalizations, shall also be held
in escrow in the same manner as the Granted Shares.
 
 (d)          Prohibition on
Transfer.  The Participant recognizes and agrees that all
Granted Shares which are subject to the Lapsing Forfeiture Right may not be
sold, transferred, assigned, hypothecated, pledged, encumbered or otherwise
disposed of, whether voluntarily or by operation of law, other than to the
Company (or its designee). The Company shall not be
required to transfer any Granted Shares on its books which shall have been sold,
assigned or otherwise transferred in violation of this Subsection 2.1(d), or to
treat as the owner of such Granted Shares, or to accord the right to vote as
such owner or to pay dividends to, any person or organization to which any such
Granted Shares shall have been so sold, assigned or otherwise transferred, in
violation of this Subsection 2.1(d).




2




(e)          
Failure to Deliver
Granted Shares to be Forfeited.  In the event that the Granted
Shares to be forfeited to the Company under this Agreement are not in the
Company’s possession pursuant to Subsection 2.1(c) above or otherwise and the
Participant or the Participant’s Survivor fails to deliver such Granted Shares
to the Company (or its designee), the Company may immediately take such action
as is appropriate to transfer record title of such Granted Shares from the
Participant to the Company (or its designee) and treat the Participant and such
Granted Shares in all respects as if delivery of such Granted Shares had been
made as required by this Agreement.  The Participant hereby
irrevocably grants the Company a power of attorney which shall be coupled with
an interest for the purpose of effectuating the preceding sentence.
 
 (f)           Adjustments.  The
Plan contains provisions covering the treatment of Shares in a number of
contingencies such as stock splits and mergers.  Provisions in the
Plan for adjustment with respect to the Granted Shares and the related
provisions with respect to successors to the business of the Company are hereby
made applicable hereunder and are incorporated herein by reference.
 
 2.2
              General Restrictions
      on Transfer of Granted
Shares.
 
 (a)          
The Participant agrees that in the event the Company proposes to offer for sale
to the public any of its equity securities and such Participant is requested by
the Company and any underwriter engaged by the Company in connection with such
offering to sign an agreement restricting the sale or other transfer of Shares,
then it will promptly sign such agreement and will not transfer, whether in
privately negotiated transactions or to the public in open market transactions
or otherwise, any Shares or other securities of the Company held by him or her
during such period as is determined by the Company and the underwriters, not to
exceed 180 days following the closing of the offering, plus such additional
period of time as may be required to comply with Marketplace Rule 2711 of the
National Association of Securities Dealers, Inc. or similar rules thereto (such
period, the “Lock-Up Period”).  Such agreement shall be in writing and
in form and substance reasonably satisfactory to the Company and such
underwriter and pursuant to customary and prevailing terms and
conditions.  Notwithstanding whether the Participant has signed such
an agreement, the Company may impose stop-transfer instructions with respect to
the Shares or other securities of the Company subject to the foregoing
restrictions until the end of the Lock-Up Period.
 
 (b)          
The Participant acknowledges and agrees that neither the Company nor, its
shareholders nor its directors and officers, has any duty or obligation to
disclose to the Participant any material information regarding the business of
the Company or affecting the value of the Shares before, at the time of, or
following a Termination, including, without limitation, any information
concerning plans for the Company to make a public offering of its securities or
to be acquired by or merged with or into another firm or entity.
 
 
 3.           
Purchase for
Investment; Securities Law Compliance.  If the offering and
sale of the Granted Shares have not been effectively registered under the
Securities Act of 1933, as amended (the “1933 Act”), the Participant hereby
represents and warrants that he or she is acquiring the Granted Shares for his
or her own account, for investment, and not with a view to, or for sale in
connection with, the distribution of any such Granted Shares. The Participant
specifically acknowledges and agrees that any sales of Granted Shares shall be
made in accordance with the requirements of the 1933 Act, in a transaction as to
which the Company shall have received an opinion of counsel satisfactory to it
confirming such compliance.  The Participant shall be bound by the
provisions of the following legend which shall be endorsed upon the
certificate(s) evidencing the Shares issued:




3




“The
shares represented by this certificate have been taken for investment and they
may not be sold or otherwise transferred by any person, including a ledge,
unless (1) either (a) a Registration Statement with respect to such shares shall
be effective under the Securities Act of 1933, as amended, or (b) the Company
shall have received an opinion of counsel satisfactory to it that an exemption
from registration under such Act is then available, and (2) there shall have
been compliance with all applicable state securities laws.”
 
 4.           Rights as a
Stockholder.  The Participant shall have all the rights of a
stockholder with respect to the Granted Shares, including voting and dividend
rights, subject to the transfer and other restrictions set forth herein and in
the Plan.
 
 5.           Legend.  In
addition to any legend required pursuant to the Plan, all certificates
representing the Granted Shares to be issued to the Participant pursuant to this
Agreement shall have endorsed thereon a legend substantially as
follows:
 
 “The
shares represented by this certificate are subject to restrictions set forth in
a Restricted Stock Agreement dated as of [__] with this Company, a copy of which
Agreement is available for inspection at the offices of the Company or will be
made available upon request.”
 
 6.           Incorporation of the
Plan.  The Participant specifically understands and agrees that
the Granted Shares issued outside of the Plan are being sold to the Participant
outside of the Plan, (but are otherwise subject to and governed by all of the
terms and conditions of the Plan, except for Section 4© thereof, and this
Agreement) a copy of which Plan the Participant acknowledges he or she has read
and understands and by which Plan he or she agrees to be bound.  The
provisions of the Plan are incorporated herein by reference.
 
 7.           Tax Liability of the
Participant and Payment of Taxes. The Participant acknowledges and agrees
that any income or other taxes due from the Participant with respect to the
Granted Shares issued pursuant to this Agreement, including, without limitation,
the Lapsing Forfeiture Right, shall be the Participant’s
responsibility.  Without limiting the foregoing, the Participant
agrees that, to the extent that the lapsing of restrictions on disposition of
any of the Granted Shares or the declaration of dividends on any such shares
before the lapse of such restrictions on disposition results in the
Participant’s being deemed to be in receipt of earned income under the
provisions of the Code, the Company shall be entitled to immediate payment from
the Participant of the amount of any tax required to be withheld by the
Company.
 
 Upon execution of this Agreement, the Participant may file an election under
Section 83 of the Code in substantially the form attached as Exhibit
B.  The Participant acknowledges that if he does not file such
an election, as the Granted Shares are released from the Lapsing Forfeiture
Right in accordance with Section 2.1, the Participant will have income for tax
purposes equal to the fair market value of the Granted Shares at such date, less
the price paid for the Granted Shares by the Participant.  The
Participant has been given the opportunity to obtain the advice of his or her
tax advisors with respect to the tax consequences of the purchase of the Granted
Shares and the provisions of this Agreement.
  4
 
 If the Participant has not filed an
election under Section 83 of the Code, the Participant shall be required to
deposit with the Company an amount of cash equal to the amount determined by the
Company to be required with respect to the statutory minimum of the
Participant’s estimated total federal, state and local tax obligations
associated with the termination of the Lapsing Forfeiture Right with respect to
the Granted Shares. In connection with the
foregoing, the Participant agrees that the Company shall authorize a registered
broker(s) (the “Broker”) to sell on the date that the Granted Shares shall be
released from the Lapsing Forfeiture Right such number of Granted Shares as the
Company instructs the Broker to sell to satisfy the Company’s withholding
obligations, after deduction of the Broker’s commission, and the Broker shall
remit to the Company the cash necessary in order for the Company to satisfy its
withholding obligation.  To the extent the proceeds of such sale
exceed the Company’s tax withholding obligation the Company agrees to pay such
excess cash to the Participant as soon as practicable.  In addition,
if such sale is not sufficient to pay the Company ’s tax withholding obligation
the Participant agrees to pay to the Company as soon as practicable, including
through additional payroll withholding, the amount of any tax withholding
obligation that is not satisfied by the sale of shares of Common Stock. The
Participant agrees to hold the Company and the Broker harmless from all costs,
damages or expenses relating to any such sale.  The Participant
acknowledges that the Company and the Broker are under no obligation to arrange
for such sale at any particular price.  In connection with such sale
of Granted Shares, the Participant shall execute any such documents requested by
Broker in order to effectuate the sale of the Granted Shares and payment of the
withholding obligation to the Company.  The Participant acknowledges
that this paragraph is intended to comply with Section 10b5-1©(1(i)(B) under the
Exchange Act.






8.           Equitable
Relief.  The Participant specifically acknowledges and agrees
that in the event of a breach or threatened breach of the provisions of this
Agreement or the Plan, including the attempted transfer of the Granted Shares by
the Participant in violation of this Agreement, monetary damages may not be
adequate to compensate the Company, and, therefore, in the event of such a
breach or threatened breach, in addition to any right to damages, the Company
shall be entitled to equitable relief in any court having competent
jurisdiction.  Nothing herein shall be construed as prohibiting the
Company from pursuing any other remedies available to it for any such breach or
threatened breach.
 
 9.           No Obligation to Maintain
Relationship.  The Company is not by the Plan or this Agreement
obligated to continue the Participant as an employee, director or consultant of
the Company or an Affiliate.  The Participant
acknowledges:  (a) that the Plan is discretionary in nature and may be
suspended or terminated by the Company at any time; (b) that the grant of the
Shares is a one-time benefit which does not create any contractual or other
right to receive future grants of shares, or benefits in lieu of shares; (c)
that all determinations with respect to any such future grants, including, but
not limited to, the times when shares shall be granted, the number of shares to
be granted, the purchase price, and the time or times when each share shall be
free from a lapsing repurchase or forfeiture right, will be at the sole
discretion of the Company; (d) that the Participant’s participation in the Plan
is voluntary; (e) that the value of the Shares is an extraordinary item of
compensation which is outside the scope of the Participant’s employment
contract, if any; and (f) that the Shares are not part of normal or expected
compensation for purposes of calculating any severance, resignation, redundancy,
end of service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments.
 
 10.          Notices.  Any
notices required or permitted by the terms of this Agreement or the Plan shall
be given by recognized courier service, facsimile, registered or certified mail,
return receipt requested, addressed as follows:
 
 If to the Company:
 
 Zoo
Entertainment, Inc.
 3805
Edwards Road, Suite 605,
 Cincinnati,
Ohio 45209
 Attention:
Mark Seremet
  5
 If to the Participant:
 
 [__]
 
 or to
such other address or addresses of which notice in the same manner has
previously been given.  Any such notice shall be deemed to have been
given on the earliest of receipt, one business day following delivery by the
sender to a recognized courier service, or three business days following mailing
by registered or certified mail.
 
 11.           Benefit of
Agreement.  Subject to the provisions of the Plan and the other
provisions hereof, this Agreement shall be for the benefit of and shall be
binding upon the heirs, executors, administrators, successors and assigns of the
parties hereto.
 
 12.           Governing
Law.  This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware, without giving effect to the
conflict of law principles thereof.  For the purpose of litigating any
dispute that arises under this Agreement, whether at law or in equity, the
parties hereby consent to exclusive jurisdiction in the State of Delaware and
agree that such litigation shall be conducted in the state courts of the State
of Delaware or the federal courts of the United States for the District of
Delaware.
 
 13.           Severability.  If
any provision of this Agreement is held to be invalid or unenforceable by a
court of competent jurisdiction, then such provision or provisions shall be
modified to the extent necessary to make such provision valid and enforceable,
and to the extent that this is impossible, then such provision shall be deemed
to be excised from this Agreement, and the validity, legality and enforceability
of the rest of this Agreement shall not be affected thereby.
 
 14.           Entire
Agreement.  This Agreement, together with the Plan, constitutes
the entire agreement and understanding between the parties hereto with respect
to the subject matter hereof and supersedes all prior oral or written agreements
and understandings relating to the subject matter hereof.  No
statement, representation, warranty, covenant or agreement not expressly set
forth in this Agreement shall affect or be used to interpret, change or restrict
the express terms and provisions of this Agreement provided, however, in any
event, this Agreement shall be subject to and governed by the Plan.
 
 15.           Modifications and
Amendments; Waivers and Consents.  The terms and provisions of
this Agreement may be modified or amended as provided in the
Plan.  Except as provided in the Plan, the terms and provisions of
this Agreement may be waived, or consent for the departure therefrom granted,
only by written document executed by the party entitled to the benefits of such
terms or provisions.  No such waiver or consent shall be deemed to be
or shall constitute a waiver or consent with respect to any other terms or
provisions of this Agreement, whether or not similar.  Each such
waiver or consent shall be effective only in the specific instance and for the
purpose for which it was given, and shall not constitute a continuing waiver or
consent.
 
 16.           Consent of Spouse/Domestic
Partner.  If the Participant has a spouse or domestic partner
as of the date of this Agreement, the Participant’s spouse or domestic partner
shall execute a Consent of Spouse/Domestic Partner in the form of Exhibit A hereto,
effective as of the date hereof.  Such consent shall not be deemed to
confer or convey to the spouse or domestic partner any rights in the Granted
Shares that do not otherwise exist by operation of law or the agreement of the
parties.  If the Participant subsequent to the date hereof, marries,
remarries or applies to the Company for domestic partner benefits, the
Participant shall, not later than 60 days thereafter, obtain his or her new
spouse/domestic partner’s acknowledgement of and consent to the existence and
binding effect of all restrictions contained in this Agreement by having such
spouse/domestic partner execute and deliver a Consent of Spouse/Domestic Partner
in the form of Exhibit A.
  6
 
 17.           Counterparts.  This
Agreement may be executed in one or more counterparts, and by different parties
hereto on separate counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
 
 18.           Data
Privacy.  By entering into this Agreement, the
Participant:  (a) authorizes the Company and each Affiliate, and any
agent of the Company or any Affiliate administering the Plan or providing Plan
record keeping services, to disclose to the Company or any of its Affiliates
such information and data as the Company or any such Affiliate shall request in
order to facilitate the grant of Shares and the administration of the Plan; (b)
waives any data privacy rights he or she may have with respect to such
information; and (c) authorizes the Company and each Affiliate to store and
transmit such information in electronic form.
 
 [THE NEXT
PAGE IS THE SIGNATURE PAGE]
  7
 
 IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
 
 ZOO
      ENTERTAINMENT, INC.By:Name:Title:Participant:Print
      Name:
  8
  EXHIBIT
A
 
 CONSENT OF SPOUSE/DOMESTIC
PARTNER
 
 I,
____________________________, spouse or domestic partner of
_________________________, acknowledge that I have read the RESTRICTED STOCK
AGREEMENT dated as of _______________ (the “Agreement”) to which this Consent is
attached as Exhibit A and that I know its contents.  Capitalized terms
used and not defined herein shall have the meanings assigned to such terms in
the Agreement.  I am aware that by its provisions the Granted Shares
granted to my spouse/domestic partner pursuant to the Agreement are subject to a
Lapsing Forfeiture Right in favor of Zoo Entertainment, Inc. (the “Company”) and
that, accordingly, I may be required to forfeit to the Company any or all of the
Granted Shares of which I may become possessed as a result of a gift from my
spouse/domestic partner or a court decree and/or any property settlement in any
domestic litigation.
 
 I hereby
agree that my interest, if any, in the Granted Shares subject to the Agreement
shall be irrevocably bound by the Agreement and further understand and agree
that any community property interest I may have in the Granted Shares shall be
similarly bound by the Agreement.
 
 I agree
to the Lapsing Forfeiture Right described in the Agreement and I hereby consent
to the forfeiture of the Granted Shares to the Company by my spouse/domestic
partner or my spouse/domestic partner’s legal representative in accordance with
the provisions of the Agreement.  Further, as part of the
consideration for the Agreement, I agree that at my death, if I have not
disposed of any interest of mine in the Granted Shares by an outright bequest of
the Granted Shares to my spouse or domestic partner, then the Company shall have
the same rights against my legal representative to exercise its rights to the
Granted Shares with respect to any interest of mine in the Granted Shares as it
would have had pursuant to the Agreement if I had acquired the Granted Shares
pursuant to a court decree in domestic litigation.
 
 I
AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE
AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL
GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT.  I HAVE EITHER
SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT
CAREFULLY THAT I WILL WAIVE SUCH RIGHT.
 
 Dated as
of the _______ day of ________________, 200_.
  Print
      name:
  A-1
 EXHIBIT
B
 
 Election
to Include Gross Income in Year
 of
Transfer Pursuant to Section 83(b)
 of
the Internal Revenue Code of 1986, as amended
 
 In accordance with Section 83(b) of the
Internal Revenue Code of 1986, as amended (the “Code”), the undersigned hereby
elects to include in his gross income as compensation for services the excess,
if any, of the fair market value of the property (described below) at the time
of transfer over the amount paid for such property.
 
 The
following sets for the information required in accordance with the Code and the
regulations promulgated hereunder:
 
 1.
              The
      name, address and social security number of the undersigned
      are:
 
 Name:
 Address:
 Social
Security No.:
 
 2.
              The
      description of the property with respect to which the election is being
      made is as follows:
 
 ____________
      (___) shares (the “Shares”) of Common Stock, $0.001 par value per share,
      of Zoo Entertainment, Inc., a Delaware corporation (the
      “Company”).
 
 3.
              This
      election is made for the calendar year ____, with respect to the transfer
      of the property to the Taxpayer on
  _________________.
 
 4.
              Description
      of restrictions:  The property is subject to the following
      restrictions:
 
 In
      the event taxpayer is no longer a director of the Company prior to
      February 11, 2014, the taxpayer shall forfeit the Shares as set forth
      below:
 
 A.
              If
      the Participant’s Termination is prior to [__], all of the Granted Shares
      shall be forfeited to the Company.
 
 B.
              If
      the Participant’s Termination is on or after [__] but prior to [__],[__]%
      of the Granted Shares shall be forfeited to the Company (rounded up to the
      next highest whole number of
shares).
 
 C.
              If
      the Participant’s Termination is on or after [__] but prior to [__],[__]%
      of the Granted Shares shall be forfeited to the Company (rounded up to the
      next highest whole number of
shares).
 
 D.
              If
      the Participant’s Termination is on or after [__] but prior to [__],[__]%
      of the Granted Shares shall be forfeited to the Company (rounded up to the
      next highest whole number of
shares).
  5.
              The
      fair market value at time of transfer (determined without regard to any
      restrictions other than restrictions which by their terms will never
      lapse) of the property with respect to which this election is being made
      was not more than $____ per Share.
 
 6.
              The
      amount paid by taxpayer for said property was $___ per
    Share.
 
 7.
              A
      copy of this statement has been furnished to the
  Company.
  B-1
  Signed
this ____ day of ______, 200_.
  Print
      Name:
 
 B-2